School Reunion
by ponylkb
Summary: Deffry Vale High School is haunted by strange, bat-like creatures at night. When the Doctor investigates, he finds an old friend, Sarah Jane Smith, already working undercover. The Krillitanes are trying to crack the 'God-Maker', a paradigm to give them the ultimate power. To become masters of time and space. It's going to be a school reunion like no other.
1. Chapter 1

The headmaster walked down the stairs, carefully watching the quiet school corridors he passed as he walked towards his office. As he reached the door of it he noticed the lone student, a young girl, that was sitting on one of the chairs besides it.

"What do you want?" He asked.

"The nurse sent me sir, I was in English and I got a headache" The girl replied.

"Then don't bother me, go home" The headmaster told her.

"I can't" The girl said a little quietly.

"Why? Is your mother at work?" The headmaster inquired.

"I live in Ambrose Hall, the children's home" The girl replied with a little shrug. The headmaster's face softened.

"No parents, no one to miss you, I see why the nurse sent you," He told her gently "You poor child, poor, thin child, come inside" He added as he opened his office door and allowed the girl to step in ahead of him.

"It's nearly time for lunch" He said as, with a final glance to the empty corridor, he followed her in and shut the door. A great screech rang out as an odd shadow could be seen through the frosted glass of the door's window. The terrified scream of the girl was heard for moment before the school bell drowned it out.

As the typical mad dash of students made their way through the corridors between lessons, one student, who was running in his lateness had to sprinted up the main stairs against the flow of the main crowd. Reaching his science classroom just in time, he'd just beaten the teacher, who walked in a second later. Wearing a brown pinstripe suit that he was oddly wearing cream sneakers with, he set his bag on the table and peered out at the class through his glasses.

"Good morning class, are we sitting comfortably?" The Doctor asked with a wide grin.

The squeaking of the pen on the whiteboard rang out as the Doctor wrote in big letters the word 'Physics'. "So, physics, physics, hey, physics, physics physics physics, hope your all getting this down" He said as he chucked the pen onto the desk as he turned to face them. The class as expected looked bored at the whole idea. "Ok lets see what you know, two identical strips of nylon are charged with static electricity from a string so they can swing freely, what would happen if they were brought near each other?" The Doctor asked in the hope of engaging the class. One eager looking boy put his hand up. "Yes, what's your name?" The Doctor inquired.

"Milo" The boy replied confidently.

"Milo, of you go" The Doctor encouraged as Milo put his hand down.

"They'd repel each other because they have the same charge" He answered.

"Correctamundo, a word I have never used before and will hopefully never use again, question two, I coil a piece of nylon wire and place it in a glass of water, then I turn on the electricity and see if the water temperature is affected, my question is this, how do I measure the electrical power going into the coil?" The Doctor asked. Only Milo's hand rose.

"Someone else?" The Doctor asked in the hope of gaining more interest. No one else volunteered.

"No, ok Milo go for it" He told the student.

"You measure the current by MPD using an amp meter and volt meter" The boy answered.  
"Two to Milo," The Doctor said as some of the class looked at the small boy with surprise. "Tell me then Milo," The Doctor carried on. "True or false, the greater dampening on the system the quicker it loses energy to it's surroundings?" He asked.  
"False" Milo answered quickly.

"What is microcoding DNA?" The Doctor asked as he leant against his desk with his arm crossed.

"DNA that doesn't counter for protein" Milo answered just as quickly.

"Sixty five thousand and eighty five times five?" The Doctor asked, looking very interest in the boys capability.

"Three thundered and twenty nine thousand nine hundred and fifteen" Milo answered, not missing a beat as his classmates watched in amazement.

"How do you travel faster than light?" The Doctor asked, getting more and more immersed.

"By a Fontaine factor of thirty six point seven recurring" Milo replied quickly. Sending the Doctor into deep though and surprise.

As each student passed along the queue with their trays they were all given identical meals by the dinner ladies, consisting mainly of oily chips. Among the students the Doctor was also getting his lunch. The desert landed a little harshly onto his tray as he looked up to see a very bored and annoyed Rose, dressed in a dinner ladies uniform as she served out the food. With a grin he left her to it as he went to take a seat in the busy canteen, giving a final grin over his shoulder at her as he did so.

As the Doctor started eating his lunch Rose came over and began wiping the table.

"Two days" She said in an annoyed tone.

"Sorry, there's a bit of gravy, no just there" The Doctor pointed out, trying not to sound gleeful.

"Two days we've been here" Rose said again as she wiped it up.

"Blame your boyfriend, he's the one who put us onto this" Another annoyed tone spoke up from just behind her, causing her to jump a little as the Doctor grinned ever more as he saw Peter, dressed in work overalls, come to a halt right behind Rose.

"Don't do that!" Rose snapped a little, as she turned to face the grinning Sayain, who'd developed a habit of using his wolf stealth to sneak up on people.

"Well Mickey was right, boy in my class this morning, got knowledge way beyond planet Earth" The Doctor told them as Peter sat down and started eating his lunch, not from the school, but packet instead.  
"You eating those chips?" Rose asked the Doctor, not listening to him properly, as she took one, seemingly enjoying the taste.

"Yeah they're a bit different" The Doctor replied. Peter looked a little more disgusted.

"They stink, it's put me right off them," He said as Rose took another and sat down too.

"I think their gorgeous, wish I had school dinner like this, and don't start about food again, Mickey's been onto me about your thoughts on his cooking" She scalded Peter. For the past two days they had been staying at Mickey's flat where, being so completely opposite to each other, Peter, with his bold and adventurous nature, and Mickey, who was much more reserved, had clashed on just about everything. The fact was that both of them were far to proud and thought they were in the right far to often to be near each other peacefully.

"Well if he didn't burn something every meal I wouldn't complain, why are we staying with him anyway? What's wrong with the Tardis?" Peter asked with a shrug and an eye roll.

"It's very well behaved this place" The Doctor said, changing the subject. " I thought they'd be happy slappy hoodies? Happy slappy hoodies with ASBO'S? Happy slappy hoodies with ASBO'S and ringtones?" He added, looked around at the quiet students. "Oh yeah, don't tell me I don't fit in" He said with a grin as Rose and Peter could only smile in amusement. It was then a rather stern looking dinner lady came over.

"You are not permitted to leave your station during a sitting" She told Rose, who stood up none to happily.

"I was just talking to these staff" She said in a bit tone as the dinner lady turned her attention to Peter.

"And aren't you are supposed to be fixing the fuses?" She asked sternly. Peter sighed as he too got up.

"Yeah for the third time in two days, I've gotta have a break sometime" He said none too happily as he gathered the remains of his lunch.

"Not eating the chips?" She asked, almost curiously.

"No thanks they're disgusting" Peter replied, happy to see a bit more annoyance in the dinner lady's face.

"The menu has been specificity designed by the headmaster to improve concentration and performance, now get back to work both of you" She snapped as she walked off.

"Still disgusting" Peter muttered as he gave a quick wave to the Doctor and Rose as he left the canteen. Rose too was beginning to walk off before she turned back to the Doctor.

"See this is me, dinner lady" She said, still sounding annoyed at her role.

"I'll have the crumble" The Doctor called after her with a grin.

"So going to kill you" Rose muttered jokingly as she walked off. Sitting back with his arms crossed the Doctor watched her walk off as he also spotted another teacher, a quite tall black man, walk up to some of the students sitting at a nearby table, who included the boy who'd nearly been late for his physics lesson.

"Melissa, you'll be joining my class for the next period, Milo's failed me so it's time we moved you up to the top class" The teacher told one of the girls before turning to the boy from the Doctor's class. "Kenny, not eating the chips?" He asked.

"I'm not allowed" Kenny answered, who seemed to be on a diet going on his packed lunch of healthy food. The teacher lingered for a moment before turning to another boy as the Doctor watched carefully.

"Luke, extra class now" The teacher ordered as a boy stood up and packed up his things before following him out of the canteen. The Doctor also noticed the headmaster stood on the canteen's balcony level, overlooking the students in a very unnerving way.

In the canteen Rose was busy cleaning the serving trays when she noticed some of the other dinner ladies carefully moving a large barrel through the kitchen. What ever was inside seemed dangerous as the women moving it were all wearing protective clothing, including gloves, goggles and masks.

"Careful, keep it steady, don't spill a drop" One of them said as they wheeled it in. "I said keep it steady, careful" She added. Rose watched carefully as they slowly moved it in, but was distracted as her mobile started ringing.

"What you got?" She asked as she answered.

"Confirmation, I just got into army records" Mickey told her as he sat in front of a computer in an internet café. "Three months ago, massive UFO activity, they logged over forty sightings, lights in the sky all of that, can't get any photos thought it's all blocked, classified, keeps locking me out" He added as a flashing sign saying 'Torchwood access denied' popped up on the screen.

"Tell you what though, three months ago turns out that all the kitchen staff were replaced, and this lot are weird" Rose replied as she watched the dinner ladies wheel in another barrel.

"See there was something going on, I was right to call you home" Mickey said.

"I thought maybe you called me home, just to, call me home" Rose inquired with a grin.

"What you'd think I'd just invent an emergency? "Well you could have done?" Rose asked.

"That's the last thing I'd do" Mickey replied, also grinning. "Cause every time I see you an emergency seems to get in the way" He added, sounding a little less cheerful. Rose was about to answer when the barrel being moved suddenly tipped and spilled a yellow substance onto one of the women.

"I've gotta go" Rose said as she watched the woman start to scream in pain, as if the liquid was burning her. Hanging up on Mickey abruptly, Rose began dialling 999 as the woman was carried of into the store room by the others.

"What do you think your doing?" The dinner lady, who'd told Rose and Peter to get back to work, asked suspiciously as she peered round from the door at her.

"Calling an ambulance" Rose said obviously.

"No need she's quite aright" The dinner lady informed her. Just as Rose hung up the phone another scream from the woman sounded and cloud of steam came out of the doorway. "It's fine, she does that" The dinner lady added as she walked into the storeroom and shut the door, leaving Rose to only look at the yellow oil still dripping out of the barrel, wondering what on Earth it was.


	2. Chapter 2

In the computer classroom the teacher, who had talked to the students in the canteen, was taking his computer class.

"I'd like you all to put your headphones on" He instructed his students, who were all sat at the computers, facing the screens which were showing an odd screen saver of a light green symbol spinning in the middle of a green smoky spiral. As the students put their headphones on the teacher pressed some keys on his computer's keyboard. "Now children, the things you will see" He said as, in one fluid movement all of the students started typing rapidly whilst the screens all showed the same light green complicated programming.

Back in the corridors the headmaster was talking quite eagerly to a middle aged woman, who had shoulder length brunette hair and was dressed in a light brown leather coat, jeans and boots.  
"But my improvements aren't just limited to the classroom, no no, we've just introduced a new policy, school dinners are absolutely free but compulsory, do try the chips" The headmaster told her as they walked down the quiet corridor.

"Oh, I'd love to, thank you and it's got to be said, the transformation you've brought around here is just amazing" The woman replied as she looked around with interest. "I mean maybe your working the children a little bit to hard now and then, but I think good results are more important than anything" She added inquiringly.

"Exactly, your a woman of vision Miss Smith" The headmaster replied as he led her through a door.

"Oh I can see everything Mr Finch, quite clearly" Miss Smith replied as she walked through.

In the staff room the Doctor was talking to another teacher, a short and chubby man with a large moustache.  
"Yesterday I had a twelve year old girl give me the exact height of the walls of troy in cubics" The teacher told the Doctor as he drank his cup of tea.

"And it's ever since the new headmaster arrived?" The Doctor asked him, quietly so they weren't overheard. The teacher nodded.

"Finch arrived three months ago, next day half the staff got flu, Finch replaced them with those lot" He replied, nodding his head to a group of teachers, all men in suits, standing a short distance behind the Doctor, talking to each other. "Except for the teacher you replaced, that was just plain weird, her winning the lottery like that" The teacher added as the Doctor turned back to him.

"How so?" The Doctor asked.

"She never played, said the ticket was pushed through her door at midnight" The teacher replied as he began walking off.

"The world is very strange" The Doctor said after him, considering deeply.

"Excuse me, colleges a moment of your time" Mr Finch announced as he entered with Miss Smith. The Doctor looked up, but his eyes immediately fell on the woman who'd entered with the headmaster. "May I introduce Miss Sarah Jane Smith, Miss Smith is a journalist who's writing a profile about me for The Sunday Times, I thought it would be a good idea for her to get a view from the trenches, so to speak" Mr Finch continued as Sarah Jane observed the room and it's occupants. As Mr Finch left her to it, Sarah Jane quickly spotted the Doctor, who was still staring happily at her.

"Hello" She said, walking up.

"Oh I should think so" The Doctor replied.

"And you are?" Sarah Jane inquired.

"Hum, oh, Smith, John Smith" The Doctor said, bring himself from his thoughts.

"John Smith? I use to have a friend who sometimes went by that name" Sarah Jane replied, almost wistfully.

"Well, it's a very common name" The Doctor replied dismissively.

"He was a very uncommon man, nice to meet you" Sarah Jane said as she shook his hand.  
"Nice to meet you, yes very nice, more than nice, brilliant" The Doctor replied as Sarah Jane started to leave but seemed to change her mind.

"So, have you worked here long?" She asked.

"No, er, it's only my second day" The Doctor replied, as he finally stopped grinning.

"Oh, your new then? So what do you think of the school? I mean this new curriculum? So many children getting ill? Doesn't that strike you as odd?" Sarah Jane inquired excitedly, causing the Doctor to grin again.  
"You don't seem like someone just doing a profile?" He suggested.

"Well, no harm in a little investigation while I'm here" She replied with a slight smirk as she walked off to talk elsewhere.

"No, good for you, oh good for you Sarah Jane Smith" The Doctor said to himself as he beamed with joy, watching her introducing herself to the other teachers.

As the school bell rang for the next lesson, the students were all rushing to their classes. Among them was the Doctor, walking as if he was miles away in a daydream. Pausing to stop in the quietening corridor he felt a smile creep onto his face. Just at the end of the corridor the Doctor was on, just down the stairs, was Kenny, late for class again as he struggled to keep up with his classmates who'd run to their classes much faster than he could. A scraping of a chair and an almost growling sound in a darkened classroom, however, distracted him at once. Cautiously walking into the computer classroom he heard the growling grow louder. It was coming from under one of the desks. Bending down he peered under and nearly screamed at what he saw. A large bony and scaly bat like creature was sitting on the floor as it turned and growled at him. Jumping back with pure terror, Kenny couldn't believe what he'd seen as the monster seemed to stand up on the other side of the desk. That was when he saw his teacher, the man who'd taken the computer class, stand up in the monster's place.

"This is not your classroom Kenny, now run along" He told the gasping boy, cracking his neck as he did so. Kenny didn't hesitate as he ran out back the way he'd come whilst the teacher watched carefully.

As Kenny ran out and down the corridor, slowing to a jog as he lost his breath, he didn't see the ladder which had a pair of legs standing on it, with the other half of the worker's body through the gap in the titled roof above. Brushing past it with his shoulder and bag, causing it to wobble, Kenny finally came to a halt but still jumped when a voice rang out.

"Hey, watch the ladder" A young man's voice, slightly muffled by the roof, sounded as he climbed down to see who'd jolted the ladder.

"Sorry, I didn't..." Kenny mumbled in reply, recognising the man who'd been working on the electrics for the past two days. Peter's face softened a little at the boy's genuine mistake.

"Well, just a be a little more careful in the future all right, you ok?" He asked kindly, more due to the student's slightly scared face than his bump with the ladder. Kenny nodded in response as calmly as he could before walking off to his class. Just as Peter was about to go back to work another voice rang out.

"Kids today right?" It was a woman's voice, Sarah Jane Smith's in fact. She'd just been on her way home when she'd watched the student collide into the ladder and talk with Peter from a doorway.

"Yeah, though that one just seemed in a bit of a rush" Peter replied with a smile as leant against the ladder to face her.

"Sarah Jane Smith by the way, I'm the journalist the headmaster probably mentioned was coming in" Sarah Jane introduced as she walked up to him and shook his hand.  
"Peter Argent" Peter replied as he saw the woman seem to notice the hole in the ceiling.

"Can I ask what your working on?" She asked inquisitively.

"Oh, nothing important just the fuses, they keep blowing, I've been here two days and they've gone three times" Peter replied, wondering why the journalist would be interested. But Sarah Jane seemed to be thinking about something else as she paused to collecting her thoughts.

"Funny there's a teacher, John Smith, he started two days ago too" She inquired suspiciously. Peter was surprised that she'd taken interest in this, but only shrugged.

"Coincidence" Was all he said as Sarah Jane nodded, though in a way that showed she didn't quite believe him.

"Well, thank you, I'll leave you to your work Mr Argent" She said, shaking hands with him again before walking back down the corridor. Peter watched her for a moment, wondering how much she knew, before carrying on with his work.

Darkness had fallen over London. At the school however, four shadows were walking up to the front doors.

"So how are we going to get in? Sonic Screwdriver?" Mickey asked, loud from trying to sound confident.

"No Mickey it doesn't work on the front doors, they've got those funny locks the Sonic doesn't like" The Doctor responded, making it sound obvious as he, Mickey, Rose and Peter reached the doors.

"Then how...?" Mickey began to ask. The Doctor pointed out the set of windows which were above the flat roof that jutted out above the front doors. "If someone goes in those windows and down to the front doors there's a electrical lock box the Sonic can hack into and open the doors" He then explained. Mickey scoffed a little.

"Yeah, right who's going to get up there?" He said sceptically, looking at the height of the roof. The Doctor sighed as if the answer was obvious again before he handed the Sonic to Peter, who developed a cocky grin on his face. It was Mickey's turn to sigh. Once again he'd been beaten out as they all watched Peter walk up to the roof's edge as he put the Sonic between his teeth and jump up, a lot higher than any human could have. His forearms grabbed the flat roof surface as he hoisted himself effortlessly and silently up onto the roof. Walking along the roof a bit Peter reached the windows and, using the Sonic, unlocked one of them before he climbed in and disappearing from sight. A few minutes later he appeared on the other side on the front doors where he opened them by hacking into the lock mechanism box just to the side with the Sonic. As he opened the door for them he chucked the Sonic Screwdriver back to the Doctor before they all entered the school.

On the other side of the building another window had been opened. Sarah Jane Smith paused as she shinned her torch across the room before climbing in.

Walking through the corridors, the Doctor, Rose, Peter and Mickey eventually came to the main staircase.

"Oh, it's weird seeing the school at night, it just feels wrong, when I was a kid I though all the teachers slept in school" Rose said as they crept in.

"Quiet team, oh I hate saying team, er, gang, er, comrades, no" The Doctor said as they stopped for a moment. "Anyway, Rose go to the kitchens get a sample of that oil, Peter check out the computer's they're probably what's causing the fuses to blow but don't turn anything on, just see if there's anything in the machines that shouldn't be there, Mickey the new staff are all maths teachers go and check the maths department, I'm going to look in Finch's office, back here in ten minutes" The Doctor instructed as he walked up the stairs.

"You going to be all right?" Rose asked Mickey as she checked her watch. Mickey let out loud scoff.

"Me? Please, infiltration and investigation, I'm an expert at this" He said loudly.

"Then you'll know to do it quietly, we are sneaking into the school" Peter reminded him as he pulled out and ensured his gun was ready if needed. Mickey jumped back a little a the sight of it.  
"Why have you got that?" He asked surprised. Peter gave him an obvious look.  
"It's my gun" He replied. Mickey sighed.

"I know that, but why do you have it now?" Mickey asked worried as Peter placed it back in it's pouch.  
"We're sneaking into a school that possibly has hostile alien activity, I think it's good to have a little defence" He replied casually with a raised eyebrow. Mickey seemed a little taken aback by Peter's readiness as Rose rolled her eyes. She knew Mickey was constantly trying to beat Peter, who in turn would always point his skills in an obvious manner.

"Come on, we only have ten minutes" She remained them both.

"Yeah, right course" Mickey said confidently again as he walked off and through a door. Rose and Peter watched him go and reminded there with grins growing on their faces.  
"Three, two, one" Peter counted down, finishing just as Mickey walked back in looking very embarrassed.

"Where's the maths department?" He asked, annoyed. Peter sighed.

"Come on, it's near the computers" He said indicating his head to a door on the opposite wall.

"Play nice, and don't start a fight" Rose called after them, seeing the grin on Peter's face as he and Mickey walked out of the corridor.


	3. Chapter 3

As the Doctor walked through the corridors, a strange growling and flapping sound made him pause and listen, before he carefully carried on. Sarah Jane Smith was just about to pick the lock of Finch's office door when she too heard the strange noise and decided to followed it. Rose was in the kitchen, taking a sample of the oil from the barrels and tipping it into a small beaker a\s a shadow and the same noise found her too, but soon disappeared. Peter and Mickey were walking down a corridor when they heard the noise too. Peter had drawn his gun out but soon put it back once the noise had faded before they carried on walking.

"So, your still travelling in the Tardis then?" Mickey then asked a little awkwardly. Peter shrugged in response.

"The Doctor asked, I said yes, why?" He asked curiously. Mickey seemed to turn a little embarrassed.

"It's just, Rose and the Doctor, I get worried, and now..." He mumbled. Peter sighed as he understood what Mickey was trying to say.  
"Oh, don't worry about it, she's a friend that's all, I promise" He said, though he couldn't definitely say the same when it came to the Doctor and Rose. It was then that Mickey, still wallowing in his own insecurity, bumped into one of the bins that hung on the walls, sending it crashing to the floor with a deafening clang. "Mickey! What did I say about being quiet!" Peter growled quietly, the harmony between them once again shattering.  
"Oh it's fine for you, sneaking about with that wolf thing you can do" Mickey retaliated in a huff.

"Rose and the Doctor seem to do just as well" Peter snapped back. Mickey pointed to him in a annoyed manner.  
"And that's another thing, Rose told me what you said about my cooking" He said, having run out of arguments as he began walking away.

"Oh, it always comes back to the cooking doesn't it?" Peter replied as he watched him walk off or a moment before catching up to him. The two of them walked up a little more. Then Peter suddenly stopped walking, looking in a direction just to the side of Mickey.

"What? What is it?" Mickey asked a little fearfully at Peter's sudden stop. For a moment Peter stood there with a very obvious look an his face.

"The maths corridor" He said, indicating his head to the corridor. Mickey turned in surprise and then tried to cover it.

"Yeah right, course I knew that, thanks" He replied, beginning to walk to it. Peter sighed and shook his head at him, which happened a lot around Mickey before he carried on to the school's computer rooms.

Sarah Jane Smith, in an effort to find the source of the strange noises, had found herself entering the school's gym. Hearing the noises particularly close she ran into the safety of the storage cupboard. Turning around, however, she gasped and back into the wall in shock. Hidden in the cupboard with her was the Tardis. Not taking her eyes off it Sarah Jane opened the door again and backed into the gym.

"Hello Sarah Jane" A voice called from behind her. Turning on her heel she saw the teacher, John Smith, she'd talked to in the staff room. Except now she knew who he truly was.

"It's you? Doctor, oh my god it's you isn't it?" She asked in a shocked but joyful whisper as she walked up to him. "You've regenerated" She added with a small smile. The Doctor also had a smile on his face.

"Half a dozen times since we last met" He replied with a shrug.

"You look, incredible" Sarah Jane managed to say.

"So do you" The Doctor replied, his smile growing with every moment. Sarah Jane huffed a little as she took a few steps forward.

"I got old," She said. "What are you doing here?" She then asked, almost sounding suspicious.

"Well, UFO sightings, school gets record results, I couldn't resist" The Doctor replied, looking around at the dark gym. "What about you?" He asked, turning back to her.

"The same" She replied as they both grinned at each other for a moment. Then she suddenly looked sad. "I though you'd died! I waited for you, you didn't come back and I thought you must have died!" She told him tearfully. The Doctor's face saddened a little.

"I lived, everyone else died" He told her solemnly. Sarah Jane looked a little confused.

"What do you mean?" She asked.

"Everyone died Sarah" The Doctor told her again. This time she understood and nodded, saddened by the news.

"I can't believe it's you" She said quietly. Just then a loud, terrorised and high pitched scream rang out. Giving a small gasp, Sarah Jane became excited, as did the Doctor. "Okay now I can" She said as they both ran off towards the noise.

Running through the school, hand in hand, the two of them reached one of the corridors where they nearly crashed into Rose, who'd run onto the same corridor in pursuit of the scream.

"Did you hear that?" She asked the Doctor before noticing Sarah Jane. "Who's she?" She asked a little defensively.

"Rose, Sarah Jane, Sarah Jane, Rose" The Doctor replied joyfully.

"High nice to meet you" Sarah Jane said to Rose in a over friendly manner as she shook her hand. She then turned to the Doctor. "You can tell your getting older your assistants are getting younger" She told him.

"I'm not his assistant!" Rose told her.

"No?" Sarah Jane asked before looking at the Doctor. "Get you tiger" She told him as he awkwardly scratched the back of his head before walking past them on his way to where the scream had come from, leaving Rose and Sarah Jane to follow him.

In the maths corridor Mickey was trying to pick up the large amount of sealed plastic bags, each containing a dead rat, that had spilled all across the floor.

"Sorry, sorry it was only me" He said when he saw the Doctor, Rose and Sarah Jane ran around the corner and up to him. Before anything else could be said one of the doors further up the corridor burst open as Peter ran into the corridor with his gun out and ready to shoot.

"What happened? Is everyone all right?" He asked worriedly when he saw them and jogged over.

"I heard screaming and..." He began to say but then noticed Mickey's guilty face. "Please do not tell me that was you?" He asked him, sounding annoyed. Failing to answer him directly Mickey instead looked back to the storage cupboard.

"I started looking in these cupboards and all these fell out on me" He explained rapidly.

"Oh my god they're rats, dozens of rats? Vacuum packed rats?" Rose said in a shocked tone as Mickey let out a deep breath. Peter suddenly scoffed.  
"And you decided to scream?" He asked Mickey.

"It took me by surprise" He replied, trying to defend himself.

"Like a little girl" Peter said mockingly.

"Hey it was dark! I was covered in rats!" Mickey retaliated.  
"Nine maybe ten years old, I'm seeing pigtails, frilly skirt..." Peter taunted as he pointed to Mickey's head, which Mickey subconsciously ran a hand over.

"Can we focus please?" The Doctor asked, bringing them from their argument. Both sighing and nodding as Peter sheathed his gun, the danger having never existed. "Did you find anything in the computers?" The Doctor then asked Peter, who shook his head.

"Nothing as far as I could tell that shouldn't be there but maybe if we look at what's in the hardware next time?" He replied. Only then did he and Mickey take notice of Sarah Jane. "Hold on your that journalist?" Peter asked in puzzlement. Sarah Jane smiled.  
"Yes and I take it from that gun your not normally found working in a school, or on Earth for that matter?" She inquired with a knowing grin. Peter looked a little taken aback but smiled all the same.

"Oh she's good" He said, glancing at the Doctor, who smiled almost proudly. "Your right, I'm a Sayain from Vegeta, we're kinda shape shifters" Peter introduced himself to Sarah Jane, who nodded, not looking at all fazed at the idea of aliens.

"Hello? Hasn't anyone else found this strange? Rats in school?" Rose said, bringing the focus back to the dead rats.

"Well obviously they use them in biology lessons, they dissect them, or maybe you haven't reached that bit yet? How old are you?" Sarah Jane replied bluntly.

"Excuse me no one dissects rats in school any more they haven't done that in years, where are you from? The dark ages?" Rose retaliated.

"Anyway, moving on," The Doctor said, stopping them. "Everything started when Mr Finch arrived, we should go and check his office" He said as he began to walk off.

As they all walked down the corridors Rose and Sarah Jane seemed to almost flank the Doctor as they carried on their conversation.

"I don't mean to be rude but who exactly are you?" Rose asked with a rather forced smile.

"Sarah Jane Smith, I use to travel with the Doctor" Sarah Jane replied casually as she and Rose walked a little further ahead of everyone.

"Oh, he's never mentioned you" Rose said a bit gleefully.

"Oh must of done? Sarah Jane, mention her all the time" The Doctor added as he walked just behind them.

"Hold on, sorry, never" Rose said casually. Sarah Jane turned her head to Rose.

"What? Not even once? He didn't mention me once?" She asked, sounding a little hurt, as they rounded a corner and walked on. The Doctor paused and sighed at the two of them just as he felt a hand land on his shoulder.

"Oh mate! The missus and the ex, welcome to every man's worst nightmare" Mickey said gleefully. Turning around the Doctor saw him and Peter were both sniggering and looking gleeful.

"Yeah I didn't know you had it in you" Peter added as he and Mickey revelled in the Doctor's predicament. The Doctor turned to them both properly and pointed a finger.

"The one time you two decide to get on and..." He began to say.  
"We're not the ones in trouble here" Peter cut in, a very wide grin on his face, which only grew wider as he and Mickey continued to snigger as they started walking again.

When they reached Mr Finch's office the Doctor unlocked the door with the Sonic Screwdriver.

"Maybe those rats were food" He said as the door clicked open.

"Food for what?" Rose asked as the Doctor opened the door. Looking around the office seemed empty. The Doctor was about to lead them in when Peter caught hold of his arm and stopped him.

"Wait, listen" He whispered. Falling silent and listening very hard they all heard it too. A faint but constant sound of breathing. But it wasn't theirs. It was much slower and more grumbling and it was also coming from the office's ceiling. Looking up the Doctor saw the source of the sound.

"Rose? You know you use to think all the teachers slept in the school?" He asked as he pushed the door open a bit wider so the the others could see into the room. "Well, they do" He added they all saw what was inside. On the roof, hanging upside down by their claws on the plumbing pipes, where a group of huge bald bat like creatures.

"No way" Mickey said in a strained whisper before ran back the way he'd come, followed quickly by the others with the Doctor shutting and locking the door behind them. A moment later one of the creatures woke with a screech, opening it's wide and fanged mouth menacingly.


	4. Chapter 4

Reaching the school's front doors Mickey was the first to run out, closely followed by Rose.

"I am not going back in there! No way!" He said, bending over and catching his breath back, as Peter, Sarah Jane and the Doctor walked out.

"Those were teachers?" Rose asked, looking back at the school in shock.

"When Finch arrived he brought seven teachers, four dinner ladies and a nurse, thirteen, thirteen big bat people, come on" The Doctor said as he began to walk back into the school. Everyone apart from Mickey started to follow him.

"Come on? You've got to be kidding!" He said breathlessly.

"I need the Tardis I've got to analyse that oil from the kitchen" The Doctor replied, turning back to face him. Sarah Jane suddenly seemed to remember something.

"I might be able to help you there, I've got something to show you" She told him excitedly as Rose turned away and sighed.

Leading them to her car, parked in the deserted car park in front of the school, Sarah Jane lifted the boot lid up. Inside was a bulky object draped in a picnic rug. Pulling it off the Doctor suddenly became very cheerful.

"K9!" He said excitedly as he saw the very worn and rusting metal dog. "Rose, Peter, Mickey, allow me to introduce K9! Well K9 mark three to be precise" He said as he looked over the robot.

"Why does he look so, disco?" Rose said, looking at it sceptically.

"Oi, listen in the year five thousand this was cutting edge" The Doctor told her before turning to Sarah Jane. "What's happened to him?" He asked. Sarah Jane shrugged.

"One day just nothing" She replied.

"Well didn't you try and get him repaired?" The Doctor asked.

"Well it's like trying to get parts for a mini retro! Besides the technology inside him could rewrite human science, I couldn't show him to anyone!" Sarah Jane explained. The Doctor then seemed to be cooing K9 as he lent in and began stroking the robot's head.

"Oh, what's the nasty lady done to you? Hey?" He asked K9 as Sarah Jane looked close in joining him. Peter and Mickey stood watching a little perplexed. Rose however, gave an irritated eye roll.

"Look, no offence but can you two just stop petting for a minute?" She asked. "Never mind the tin dog we're busy" She added as the Doctor finally shut the boot lid and joined them as they all got into the car. High above, however, they were all being watched. One of the bat creatures had been sitting on the roof looking down at them before it took off and flew in the sky above, temporarily in the light of the large moon.

In a small café, the six of them, including K9, had split into two groups. The Doctor and Sarah Jane

were sitting at a table nearer the front window as they talked and laughed whilst the Doctor fiddled with K9's exposed circuits and wires. Rose and Mickey were stood at the counter.

"You see what's impressive is that it's been nearly an hour since we met her and I still haven't said I told you so" Mickey said gleefully.

"I'm not listening to this" Rose told him.

"Though I have prepared a little I was right dance that I can show you later" Mickey joked as the Café worker came back with Rose's order.

"Two quid love" She said as Rose handed over the money and took the plastic box of chips before they went and sat down next Peter at a table towards the back of the café.

"See all this time you've been telling me he's different but the truth is he's just like any other bloke" Mickey told her.

"You don't know what your talking about" Rose told him as she began eating her chips.

"Maybe not but if I were you, I'd go easy on the chips" Mickey warned as he glanced back at the Doctor and Sarah Jane for a moment. Rose, who was halfway through eating one, paused for a moment before she finished eating it and put the box and her fork down on the table, seemingly having been put off eating them. "Makes you think how many others he's had" Mickey added as he took a chip for himself. Rose sat back and sighed. "What?" Mickey asked as he saw her glare at him before she turned to Peter.

"Your pretty relaxed about it?" She inquired, almost accusingly.

"About what?" Peter replied, having not been properly listening as he took a chip.

"Them" Rose hissed, indicating the Doctor and Sarah Jane.

"So?" Peter replied. Rose's glare was enough for him to shift in his seat uncomfortably. "Listen don't worry about it, but you have to remember he's nine hundred years old, he can't have been on his own all the time" He tried to comfort and remind her at the same time. "You can't be the first, friend he's had" He added, choosing his words carefully.

As the Doctor and Sarah Jane worked on K9 they were once again unaware they were being watched. On the opposite building's roof Mr Finch stood with his hands behind his back as he observed them.

"Come to me? Come to me?" He called softly. A screech sounded as one of the bat creatures swooped in and landed next to him.

In the café the Doctor and Sarah Jane were still talking.

"I thought of you on Christmas Day, this Christmas just gone, great big spaceship over head I thought oh yeah I bet he's up there" She said.

"Right on top of it yeah, in fact that's where I met Peter, he'd been living here until then" The Doctor said.

"And Rose?" Sarah Jane inquired.

"She was there too" The Doctor replied. Sarah Jane nodded a little and a moment's silence fell between them.

"Did I do something wrong? Because you never came back for me you just dumped me?" She asked. The Doctor stopped fiddling K9 and looked at her.

"I told you, I was called back home in those days humans weren't allowed" He replied.

"I waited for you, I missed you" Sarah Jane told him.

"Oh you didn't need me, you were getting on with your life" The Doctor replied, beginning to wire K9 again as he smiled at her.

"You were my life" Sarah Jane said softly. The Doctor's smile faded a little. "Do you know what the most difficult thing was? Coping with what happens next, or what doesn't happen next, you took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles and then you just dropped me back on Earth, how could anything compare to that?" Sarah Jane continued to say sourly.

"All those things we saw? You want me to, apologise for that?" The Doctor asked, confused and taken aback.

"No but, we get a taster of that splendour and then we have to go back" She replied. The Doctor smiled reassuringly.

"But look at you you're investigating, you found that school, your doing what you always did" He reminded her.

"You could have come back" She replied, still sounding sour. The Doctor's expression saddened.

"I couldn't" He said sadly.

"Why not?" Sarah Jane asked. The Doctor didn't answer and after a moment of waiting Sarah Jane gave up on getting one. As the Doctor carried on working on K9 Sarah Jane gave a small scoff.

"Wasn't Croydon, where you dropped me off wasn't Croydon" She said, sounding a little annoyed.

"Where was it?" The Doctor inquired.

"Aberdeen" She snapped back. The Doctor seemed to think for a moment.

"Right that's next to Croydon isn't it?" He asked. Sarah Jane shook her head but seemed in a better mood as K9 suddenly lit up. The Doctor stood up excitedly and tapped his hands on the table.

"Oh! Hey now we're in business" He said as Rose, Peter and Mickey came over.

"Master" K9 said in a metallic voice.

"He recognises me!" The Doctor said in a thrilled tone as he stood in front of the dog.

"Affirmative" K9 replied. The Doctor held out his hand at Rose.  
"Rose give me the oil?" He asked. Outside Mr Finch and the bat creature crouched down on the roof as they watched and listened intensely. The Doctor had begun to unscrew the lid off the small bottle of oil and was about take some out with his finger when Rose stopped him.

"I wouldn't touch it though that dinner lady got all scorched" She warned him.

"I'm no dinner lady, and I don't often say that" He replied as he took a blob of oil and held it in front of K9's small sucker sensor that had extended out from the bottom of it's red strip eyes. K9 retracted it after a moment and began analysing it.

"Here we go, come on boy here we go" The Doctor told it.

"Oil, it's it's it's, extract analysing" K9 said as it searched it's database. Mickey began laughing.  
"Listen to him man, it's a voice!" He laughed, whilst Rose smiling broadly.

"Careful that's my dog" Sarah Jane replied sharply.

"Confirmation of analysis, substance is Krilitiain oil" K9 informed them after a moment. The Doctor's face suddenly turned a little grim.  
"They're Krilitiains" He muttered.

"Is that bad?" Peter asked. The Doctor nodded slowly.

"Very, think how bad things could possibly be and add another suitcase full of bad" He said in a serious tone.

"And what are Krilitiains?" Sarah Jane asked. The Doctor drew a breath before answering.

"They're a composite race, just like human culture is a mixture of traditions from all sorts of countries, people who've invaded or been invaded by, bits of Viking bits of France bits of whatever, the Krilitiain's are the same, an amalgam of the races they've conquered but they take physical aspects as well, they cherry pick the best bits from the people they destroy" He explained.

"But they have a human scent" Peter said, sounding confused.

"Because of the different aspects in them they can produce any manner of smells and looks, that's why I didn't recognise them," The Doctor explained. "The last time I saw Krilitiains they looked just like us except they had really long necks" He added.

"What they doing here?" Rose asked. The Doctor seemed to realise something.

"It's the children, they're doing something to the children" He said quietly. Outside Mr Finch and the Krilitiain looked at each other in worry.

Mickey and Sarah Jane were lifting K9 back into Sarah Jane's car that was parked just outside the café.

"So what's the deal with the tin dog?" Mickey asked her.

"The Doctor likes to travel with an entourage, sometimes they're humans, sometimes they're aliens and sometimes they're tin dogs" She explained as she sat down next to K9 on the boot's floor. "What about you? Where do you fit in the picture?" She asked.

"Me? I'm their man in Havana, I'm the technical support, I'm..." Mickey began but trailed off as he realised something. "...oh my god, I'm the tin dog" He finished, sitting down next to her on the edge of the boot. Sarah Jane patted him on the back slightly, but chuckled a little too. On the rooftop the Krilitiain bat seemed to be getting a little tense but Mr Finch held up a finger.

"On my command" He ordered. At street level the Doctor, closely followed by Rose and then Peter, walked out of the café.

"How many of us has there been travelling with you?" Rose asked the Doctor, sounding quite annoyed.

"Does it matter?" He replied, glancing over his shoulder at her for a moment.

"Yeah it does, if we're just the latest in a long line?" She asked. This time the Doctor turned to face her.

"As opposed to what?" He asked her sharply, seeing at the same time Peter shrug and walked past them, showing he wasn't bothered or interested in the number of companions he'd had.

"I thought you and me were...?" Rose began to say. "Well I obviously got it wrong" She added, sounding hurt. "I've been to the year five billion right, but this, now this is really seeing the future, you just leave us behind" She told him. The Doctor had an expression on his face which showed he couldn't deny this. "Is that what you're going to me?" Rose asked.

"No, not to you" He replied seriously.

"But Sarah Jane? You were that close to her once, and now, you never even mention her, why not?" Rose asked him, sounding tearful.

"I don't age, I regenerate, but you decay, you wither and you die, imagine watching that happen to someone that you..." He trailed off, sounding tearful too.

"What Doctor?" Rose asked, sounding confused and upset.

"You can spend the rest of your life with me, but I can't spend the rest of mine with you, I have to live on, alone, that's the curse of the Timelords" He replied. On the roof Mr Finch had become excited and surprise.

"Timelord" He said as the Krilitiain growled quietly. But not quietly enough. Peter, now standing besides the car, tensed and looked up

"Doctor!" He called when he saw them. The Doctor and the others followed his gaze and saw them too. It was then that the Krilitiain took off and swooped in.


	5. Chapter 5

As the Krilitiain dove towards them Peter Mickey and Sarah Jane grouped together with The Doctor and Rose. Ducking as it swooped inches over them they stood up again and saw it was flying away, becoming a shadow against the light of the moon.

"Was that a Krilitiain?" Sarah Jane asked as they watched it vanish.

"It didn't even touch us? It just flew off? What'd it do that for?" Rose asked, recovering her nerve.

"I think it was warning, telling us to stay away, scare us off or both" Peter replied, his hand resting on his gun, just in case it decided to come back.

"Question is what do they want us to stay away from?" The Doctor added.

The next morning drew bright and clear as the school bell rang, signalling the start of the day. As students began heading into the building, The Doctor, Rose, Peter, Mickey and Sarah Jane stepped out of Sarah Jane's car and stood in the car park for a moment.

"Rose, Peter and Sarah you go into the maths room crack open those computers, look into the hardware this time, here you might need this" The Doctor said, handing the Sonic to Sarah Jane, although Rose held her hand out for it. "Mickey, surveillance I want you outside" He added, still looking at the school.

"Just stand outside?" Mickey called after him as he watched them walk towards the building.

"Here take these, you can keep K9 company" Sarah Jane said to him, turning and chucking him the car keys before turning back.

"Don't forget to leave the window open a crack" The Doctor added over his shoulder.

"He's metal!" Mickey called, flinging his arms up in annoyance.

"I didn't mean for him" The Doctor replied.

"What are you gonna do?" Rose asked as they headed for the front doors.

"It's time I had a word with Mr Finch" The Doctor told her.

Mr Finch was walking through the school corridors among the many students. Suddenly he stopped, turned on his heel and looked up. The Doctor was standing on the staircase above, watching him. They both walked off at the same moment.

The school's pool was quiet and empty as the Doctor walked in. Mr Finch was lent against on of the pillars on the opposite side of the pool. "Who are you?" The Doctor asked him.

"My name is Brother Lassar, and you?" He replied.

"The Doctor" The Doctor replied. "Since when did Krilitiain's have wings?" He asked.

"It's been our form for nearly ten generations now, our ancestors invaded Bessan, the people there had some rather lovely wings, they made a million widows in one day just imagine" Brother Lassar replied as he slowly walked down the side of the pool so that he and the Doctor stood facing each other directly.

"And now your shape's human?" The Doctor inquired,

"A personal favourite that's all" Brother Lassar replied.  
"And the others?" The Doctor asked.

"My brothers remain bat form, what you see is a simple morphic illusion, scratch the surface and the true Krilitiain lies beneath," Brother Lassar replied. "And what of the Timelords?" He inquired, beginning to walk down the side of the pool again, as did the Doctor. "I always though of you as such a pompous race, ancient, dusty senators, so frightened of change and chaos, and of course they're all but extinct, only you, the last" He continued as he and the Doctor reach the end of the pool and walked up to each other.

"This plan of yours? What is it?" The Doctor asked.

"You don't know?" Brother Lassar asked, sounding surprised.

"That's why I'm asking" The Doctor said casually, but beginning to sound serious.

"Well show me how clever you are, work it out" Brother Lassar challenged.

"If I don't like it, then it will stop" The Doctor warned.

"Fascinating, your people were peaceful to the point of indolence, you seem to be something new? Would you declare war on us Doctor?" Brother Lassar replied, studying him carefully.  
"I'm so old now, I used to have so much mercy, you get one warning, that was it" The Doctor warned before beginning to walk back to the door.

"But were not even enemies? Soon you will embrace us" Brother Lassar told him. The Doctor looked back at him. "The next time we meet you will join with me, I promise you" Brother Lassar continued as he walked past the Doctor and out of the room.

Outside in the school car park Mickey was sitting in the car, sulking.

"Surveillance!" He scoffed as he lowered the car window. "You ask me it's just another way of saying go sit at the back of the class with the safety scissors and glitter" He said, looking just over his shoulder where K9, seemingly inactive, was sat on the seats behind with it's head poking through the gap between the two front seats. Mickey let out a frustrated sigh. "That'll be me talking to a metal dog then" He muttered as he looked out across the silent car park.

In one of the computer rooms Peter was crouched on the floor on all fours underneath one of the desks.

"Damn these things are well build" He said, straining as he tried to open up one of the hard drives.

"How far did you get into looking in them last night?" Rose asked as Peter finally managed to remove the panelling and get to the hardware.

"Not far, Mickey saw to that" He replied with a sigh as he came out from under the desk. "All yours" He added as he climbed out from under the desk. Sarah Jane quickly took his place, and began trying to scan the computer with the Sonic.

"Oh, it's not working" She said after of moment of having difficulties with it as she came back up and knelt in front of the keyboard and screen as gave the Sonic a little shake after getting no response from the computer.

"Give it to me" Rose said from where she was sat on one of the chairs. Taking the Sonic she bent down under the desk and began successfully scanning the wires and circuits of the hardware.

"Use to work first time in my day" Sarah Jane said as she stood watching.

"Well, things were a lot simpler back then" Rose retaliated, causing Peter sigh and roll his eyes as the two women started arguing again.

"Rose can I give you a bit of advice?" Sarah Jane asked as she lent against the desk.

"I've got a feeling you're about to" Rose replied as she came out and knelt in front of the screen.

"I know how intense a relationship with the Doctor can be and I don't want you to feel I'm intruding..." Sarah Jane began to say.  
"I don't feel threatened by you if that's what you mean" Rose cut in as Peter took over trying to turn the computer on from under the desk.

"Right, good, because I'm not interested in picking up where we left off" Sarah Jane told her as they stood facing each other, leaning against opposite desks.

"No? With the big sad eyes and the robot dog? What else were you doing last night?" Rose questioned.

"I was just saying how hard it was adjusting to life back on Earth" Sarah Jane told her.

"The thing is, when you two met, they'd only just got rid of rationing no wonder all that space stuff was a bit too much for you" Rose told her.

"I had no problem with space stuff! I saw things you wouldn't believe!" Sarah Jane retailed as Peter came out from under the desk.

"This isn't helping you two" He tried to tell them.

"Try me" Rose challenged Sarah Jane, ignoring him.

"Mummies" Sarah Jane said.

"I've met ghosts" Rose retaliated.

"Robots, lots of robots" Sarah Jane boasted.

"Slitheen in Downing Street" Rose said.

"Daleks" Sarah Jane nearly shouted.

"Met the Emperor" Rose scoffed.

"Antimatter monsters!" Sarah Jane challenged.

"Gas mask zombies" Rose said back. Peter at this point could only stand between them and watch the verbal tennis match unfold.

"Real living dinosaurs" Sarah Jane continued.

"Real living werewolf!" Rose shouted back.

"The Loch Ness monster!" Sarah Jane shouted.

"Enough! Both of you! This is ridiculous!" Peter shouted above their argument. A moment of silence passed as he sighed and looked at them both before he turned to Sarah Jane. "Seriously though? The Loch Ness monster?" He asked, sounding impressed. Sarah Jane seemed to realise what she'd said and cupped her hands over her mouth, looking embarrassed, as Peter and Rose chuckled for a moment.

"Listen to us, it's like me and my mate Shareen, the only time we fell out was over a man" Rose told Sarah Jane with a small smile. "And were arguing over the Doctor" She added. An awkward pause lingered for a moment. "With you? Did he do that thing where he'd explain something at like ninety miles per hour and you'd go what? And he'd look at you like you'd just dribbled on your shirt?" Rose asked Sarah Jane as Peter sat down a nearby desk and watched them, relieved to see them

getting on.

"All the time!" Sarah Jane replied with a small laugh. "Does he still stroke bits of the Tardis?" She asked as Rose began giggling.

"Yeah! Yeah he does! I'm like do you two want to be alone?" She replied, both of them now laughing loudly. Speaking of which the Doctor had just entered the classroom.

"How's it going?" He asked. Rose and Sarah Jane stopped for a moment as they turned to face him but started laughing again just as quickly. "What?" The Doctor asked in puzzlement. "Listen I need to find out what's programmed inside these" He said. Getting nothing but laughter from the two women. The Doctor then turned to Peter, who was sat watching. Although he know why they were laughing he was just as confused at what was so funny.

"What?" The Doctor began asking him. Peter shrugged.

"Women, no idea" He said with a shrug.

Across the school Brother Lassar had just walked into his office. Inside were the dinner ladies, nurse and some of the school's teachers.

"Brothers we must initiate the final phase, get the children inside and seal the school, the time has come my brothers today we shall become gods" He told them.

Outside in the school playground the students were all on a break when the PA system buzzed into life.

"All pupils to class immediately and would all members of staff please congregate in the staff room" A woman's voice announced as the students stopped and listened. As another buzzer sounded as they they all began making their way inside with no fuss or annoyance. Melissa turned to Kenny.

"Break time's finished early isn't that fantastic?" She said excitedly as she walked towards the school. Kenny, however, did not share her mood as he watched the playground quickly empty for a moment before he reluctantly followed them. Some of the students filing in tried to enter one of the computer rooms but were blocked by Peter as he stood in the doorway.

"No no this classroom's out of bounds, faulty wiring, you've all got to go to the south hall, off you go south hall" He told them as they all groaned a little before walked off. After he was sure they'd all gone Peter closed the door behind him.

In the staffroom, the small amount of staff that were actually human stood up as Brother Lassar and the other staff members entered.

"What is it now Mr Finch?" Asked the teacher who'd talked to the Doctor the previous day.

"Slight change in the timetable, we're having an early lunch" Brother Lassar replied as one of the other Krilitiains shut and locked the staffroom door. The shadows of the Krilitiains could just be seen for a moment through the frosted glass window before they lunged out of sight as the teachers screams rang out for a few seconds among the growls and screeches of the Krilitiains.


	6. Chapter 6

In the computer classroom the Doctor was holding the Sonic between his teeth as he placed a large bulk of wires over his neck and began scanning the remains of a cannibalised hard drive. Sarah Jane watched as she stood next to him.  
"I can't shift it" He told her as he aimed the Sonic at the hard drive and scanned it.

"I though the Sonic Screwdriver could open anything?" She asked as Peter came back from the door to join them and Rose, who was stood on the opposite side of the desk.

"Anything except a deadlock seal there's got to be something inside here" The Doctor replied. "What are they teaching those kids?" He added, sounding frustrated.

Across the school the students were all excitedly going into their classrooms, all of them computer rooms as their teachers all stood by the doors, smiling. One student however, remained in the corridors. Kenny watched as yet another class walked into their classroom.

In the headmaster's office Brother Lassar, picking his teeth after his early lunch, walked in and sat down in front of his computer.

"Close the school" He said to himself as he tapped a few of the keys on the keyboard as his took out a small bone, which had lodged itself in his teeth. The computer responded with a green map of the school, surrounded by odd symbols. At various points on the map red dots were flashing, showing the exits of the building as the words 'Security Override' flashed across the screen. Brother Lassar gave a small burp as he watched the screen. On the outside of the school all of the doors, fire exits and windows slammed shut and locked themselves, including the front doors and those leading out onto the playground.

Inside the classroom's the students found themselves at computers again, wearing headphones as their teacher started up the strange programming and watched them begin to type furiously.

In the classroom where the Doctor, Rose, Peter and Sarah Jane were in the computers also began running the program.  
"You wanted the program? There it is" Sarah Jane said as all the computers around them and the large whiteboard on the wall in front of them flashed up green.

"Some sort of code?" Peter said as he watched the program rapidly flash strange symbols on screen as they all tried to figure out what it was and what it meant.

Kenny was now running through the empty corridors as he saw classroom after classroom full of students typing furiously at computers. Reaching the school's front doors he desperately tried to open them and rattled them furiously when he found that they were locked. Luckily Mickey, still sat with K9 in the car, noticed this and got out before running up to the doors.

As the Doctor watched the program, his expression soon changed from curiosity to fear.

"No? No they can't be!" He whispered fearfully.

Outside Mickey had reached the doors and had tried them too, but also found them locked.

"They've taken them all!" Kenny shouted through the glass.

"What?" Mickey shouted back.

"They've taken all the children!" Kenny shouted back. Mickey thought for a moment before he lifted up a finger, telling Kenny to wait there, as he ran back to the car. Reaching it and leaning into the back from the front passenger's seat he took off the blanket that was covering K9 and began pressing buttons on the top panel trying to wake the dog up.

"Come on! I need some help!" He said desperately before he hit it over the head. Stopping for a moment he was just beginning to think what else he could do when K9's head lifted up.

"System restarting all primary drives functioning" It said as it's red strip eyes lit up.  
"You're working! Okay, listen no time to explain we need to get inside the school! Do you have like I don't know a lock picking device?" Mickey asked rapidly.

"We are in a car" K9 replied.

"Maybe a drill attachment?" Mickey asked more urgently.

"We are in a car" K9 repeated.

"Fat lot of good you are!" Mickey said in frustration.

"We are in a car" K9 Said again. Mickey sighed in annoyance. Then the penny dropped.

"Wait a second! We're in a car!" He said as he turned to the doors where Kenny was stood waiting. Mickey waved his arm. "Get back!" He shouted. Kenny nodded and backed out of view and away from the doors as Mickey scrambled into the drivers seat.

Inside the classroom the Doctor was looking very serious.

"The Skasas Paradime!" He said quietly. "They're tying to crack the Skasas Paradime!" He added, telling Rose, Peter and Sarah Jane.

"The Skasas what?" Sarah Jane asked. The Doctor didn't take his eyes off the screen.

"The god maker, the universal theory, crack that equation and you've got control of the building blocks of the universe, time and space and matter yours to control" He told them.

"What? And the kids are like a giant computer?" Rose asked.  
"Yes, and their learning power is being accelerated by the oil! That oil from the kitchens it works as a conducting agent, makes the kids cleverer" The Doctor said, pacing a little as he walked round to the other side of the desk.

"But that oil's on the chips? I've been eating them" Rose said a little fearfully.

"What's fifty nine times thirty five?" The Doctor asked quickly.

"Two thousand sixty five" Rose answered just as quickly, looking surprised at her own capabilities. "Oh my god!" She said.

"But why use children? Can't they use adults?" Sarah Jane asked.

"No it's got to be children, the god maker needs imagination to crack it, they're not just using the children's brains to break the code they're using their souls" The Doctor replied grimly.

"Let the lesson began" A voice sounded. It was Brother Lassar. He walked into the classroom quite calmly despite the furious look the Doctor gave him. "Think of it Doctor with the Paradime solved reality becomes clay in our hands we can shape the universe and improve it" He told him, walking up to them.

"Oh yeah? The whole of creation with the face of Mr Finch, call me old fashioned though I like things as they are" The Doctor replied.

"You act like such a radical and yet all you want to do is preserve the old order, think of the changes that could be made if this power was used for good?" Brother Lassar told him.

"What by someone like you?" The Doctor scoffed. As Brother Lassar walked up to him.

"No someone like you" He whispered. "The Paradime gives us power but you could give us wisdom, become a god at my side, imagine what you could do? The civilisations you could save? Perganon? Ascinta? Your own people Doctor? Standing tall, the Timelords reborn" He tempted. The Doctor's face had lost a bit of it's stern expression to be replaced by a hint of longing.

"Doctor don't listen to him!" Sarah Jane spoke up. Brother Lassar turned his attention to her.

"And you could be with him throughout eternity, young and fresh, never wither never age never die" He told her softly as he walked past the Doctor and over to her a little. He then turned back to the Doctor. "Their lives are so fleeting, so many goodbyes, how lonely you must be Doctor?" He told him, seeing the Doctor glance at his companions. "Join us" Brother Lassar added.

"I could save everyone?" The Doctor said quietly.

"Yes" Brother Lassar told him.

"I could stop the war?" The Doctor asked as Brother Lassar nodded in encouragement.

"No! The universe has to move forward, pain and loss they define us as much as happiness or love whether it's a world or a relationship, everything has it's time and everything ends" Sarah Jane told the Doctor as Rose and Peter silently encouraging this. The Doctor stood facing them for a moment before his gaze moved to the screen. A moment passed. Then with a determined grunt the Doctor suddenly picked up and threw a chair at the whiteboard, smashing it and cutting off the power of all the computers in the room.

"Out!" He shouted as they all ran out of the room past a fuming Brother Lassar.

Outside Mickey had swung the car out of it's parking space so that it faced the school windows. He them drove forward, fast. The car smashed through flimsy glass and wooden frame of the door as it came to halt in the ruined entrance hall. Getting out Mickey followed Kenny into the main school.

On the main staircase Brother Lassar stood and screeched a high pitched noise, his teeth growing a little sharper as he did so. Across the school all of the staff came out onto the corridors, having heard the call and got rid of their human illusion so that they were once again Krilitiain bats.

Reaching the main staircase Mickey and Kenny came across the others as they came down the stairs.

"What is going on?" Mickey asked the Doctor, panting from the sprint. His answer came in the form of the Krilitiains half flying and half running down the corridor towards them. Running back the way Mickey had come they all soon found themselves in the school's canteen. But before the Doctor could unlock the doors on the other side Brother Lassar strode in, followed a moment later

by the other Krilitiains, who all hovered in the air above them.

"Are they my teachers?" Kenny asked as the Doctor as he saw the creatures.  
"Yeah I'm sorry" The Doctor replied.

"Leave the Doctor alive as for the others, you can feast" Brother Lassar told his brothers. At once the Krilitiains began swooping in, missing only because Rose, Mickey, Sarah Jane and Kenny were ducking down whist the Peter had picked up chairs and were batting them away with them. But they knew they couldn't hold out for long.

A red laser suddenly hit one of the Krilitiains, making it crash to the ground, hitting a table along the way down. It was K9, it had obviously followed them and was now shooting through a small barrel poking out from the tip of it's nose. Mr Filch let out a frustrated yell as K9 continued to shoot at the Krilitiains. Peter however, began smiling.

"Oh K9's got the right idea!" He said as he dropped the chair he was holding and drew out his gun and began firing at the Krilitiains too. With double fire power hitting them the Krilitiain's attack soon dwindled as the two bolts hit them with a nasty sting.  
"Suggest you engage running mode, master, mistress" K9 said to the Doctor and Sarah Jane as a break in the attack came.

"Come on!" The Doctor shouted, leading them all but K9 out of the hall. "K9 hold them back!" He shouted as they left the way they'd come. Brother Lassar screeched again as K9 resumed firing.

"Affirmative master," K9 responded as it began circling on the spot and shooting at the Krilitiains.

"Maximum defence mode" It added. But then it began loosing power. "Power supply failing" It said as it became incapable of firing it's lasers.

"Forget the shooty dog thing" Brother Lassar told the Krilitiains as he led them out of the canteen in pursuit of the Doctor and the others.

In one of the science classrooms the Doctor and the others came to halt as they caught their breaths.

"It's the oil! Krilitiain life forms can't handle the oil! That's it! They've changed their physiology so often even their own oil is toxic to them!" The Doctor suddenly realised excitedly. "How much was there in the kitchens?" He then asked Rose.

"Barrels full of it"She replied. A screech rang out very close as something hit the classroom door with a band. Claw marks were starting to show as the Krilitiains tore into it.

"We need to get to the kitchens! Mickey..." The Doctor began to say.

"What now? Hold the coats?" Mickey asked, flinging his arms up in annoyance.

"No you and Peter get all of the children unplugged and out of the school" He told them. "Now then bats bats bats how do we fight bats?" He though out loud, looking around the classroom for a way out as the Krilitiains were at the only door in or out of the room. Kenny, however, simply walked up to the fire alarm box and set it off with a bump from his elbow. The high pitched ringing crippled Brother Lassar and the Krilitiains due to their sensitive ears. With a small chuckle the Doctor pushed open the door and led them past the writhing creatures. Brother Lassar, stumbling against the wall suddenly punched through it and yanked a bunch of wires, cutting off the alarm.

"Get after them" He muttered angrily as he and the Krilitiains recovered and pursued them once again.


	7. Chapter 7

Running down the corridor Mickey and Peter peeled off from the others and towards the computer classrooms to get the students out whilst further on down the corridor K9 caught up to the Doctor, Rose, Sarah Jane and Kenny as it appeared from around the corner.

"Master" It said.

"Come on boy! Good boy" The Doctor encouraged with a quick pat on it's head as they carried on running.

Reaching a classroom Mickey and Peter burst in to find the students typing furiously and completely focused on their computers.

"Ok listen everyone we've got to get out of here!" Mickey shouted. They all ignored him, even when he tried waving his hand in front of one of their faces. "What do we do?" He asked, turning to Peter, who looked just as stumped.

Meanwhile the Doctor, Rose, Sarah Jane, Kenny and K9 had reached the kitchens. Immediately the Doctor began to try and unlock the barrels with the Sonic.

"They've been deadlocked sealed! Finch must have done it! I can't open them!" He said in frustration.

"The vats would not withstand a direct hit from my laser but my batteries are failing" K9 spoke up.

"Right everyone out of the back door K9 stay with me" The Doctor instructed. Everyone nodded and left through the loading bay door.

In the classroom Peter and Mickey were still looking for a way to get the students away from the computers. Mickey was trying to use the computer on the teacher's desk, which was showing the same program. Peter, however, had become interested in in the large bunch of wires that ran from the computers to the wall where they were covered up by a plastic casing. The casing ran along the top of the wall and then back down again, to a single plug. Peter walked over and crouched down besides it. Checking the wires and students one last time he pulled it out. Sparks burst out from the plug as the computers all shut down. The students had also all become unplugged from the computers, looking around in puzzlement.

"Everyone get out! Now!" Peter told them

"Come one! Move! Let's go! Let's go!" Mickey encouraged as he and Peter led the confused students out.

The Krilitiains were travelling through the school as the hunted the Doctor, reaching the main staircase they all put on their human illusions again.

In the kitchens the Doctor was gathering together all the barrels of oil he could find as K9 watched.

"Capacity for only one shot master, for maximum impact I must be stationed directly besides the vat" It told him, who stopped what he was doing and looked at the dog with horrible realisation.

"But you'll be trapped inside?" He told K9 as he came over and crouched in front of it.

"That is correct" K9 responded.

"I can't let you do that" The Doctor said.

"No alternative possible master" K9 replied. A Krilitiain's screech distracted the Doctor's gaze for a moment before he turned back to K9.

"Goodbye old friend" He said quietly.

"Goodbye master" K9 replied. The Doctor placed a hand on the side of K9's head.

"You good dog" He told it.

"Affirmative" K9 responded, twitching it's two small satellite dish ears. The Doctor drew his hand away and looked at the dog once last time before he ran off to the back door. K9 wheeled itself nearer to the barrels. The Doctor burst out of the back doors, where Sarah Jane was waiting anxiously.

"Where's K9?" She asked as the Doctor locked the doors.

"We need to run" The Doctor told her as he began to run away from the doors.

"Where is he? What have you done!?" Sarah Jane shouted angrily as he came back and dragged her away.

Brother Lassar and the other Krilitiains had reached the kitchens.

"When we find him eat him if you must but bring me his brains" Brother Lassar ordered. Outside the Doctor and Sarah Jane were running hand in hand as far away as they could get from the kitchens. K9 lifted it's head up a little as the Krilitiains found it. "The little dog with the nasty bite? Not so powerful now are you?" Brother Lassar taunted. In response K9 fired a single laser shot at the barrels of oil. The barrels exploded, sending oil all over all of the Krilitiains. At the front doors all of the students were running out of the school.

"Come on guys! Lets go! Lets go!" Mickey shouted as he and Peter hurried them out and away from the school. Inside the kitchens all of the Krilitiains were coated in the oil. Some were crying out in pain, covering the parts of their skin which hat been hit. Brother Lassar stood alone in not showing pain as he scowled at K9.

"You bad dog" He hissed.

"Affirmative" K9 responded. The kitchen exploded. The blast destroyed half of the school, shattering windows and obliterating any evidence of the Krilitiain's work. Among the falling papers, blown from the ruined building, the students were cheering and hugging each other. Among them Rose, Peter, Mickey and Kenny were all also cheering in relief.

"Yes!" Kenny cheered. Melissa, now free of the Krilitiain's oil, looked at him.

"Did you have something to do with this?" She asked with a grin.

"Yeah I did" Kenny replied confidently. Melissa's looked stunned.

"Oh my god! Kenny blew up the school! It was Kenny!" She announced to the students as she took

Kenny, who was now blushing madly, by the hand and lead him into the middle of the crowd. The students cheered and began chanting his name as Kenny was treated like a hero. The only two people not joining the celebrations was the Doctor and Sarah Jane, who'd learnt of K9's fate.

"I'm sorry" The Doctor said quietly.

"It's all right, he was just a, daft metal dog" She said, though not meeting his gaze. "Fine, really" She tried to insist, but her voice was wobbling as the Doctor pulled her into a one armed embrace as she wiped away a tear.

A few hours later in a quiet London park Sarah Jane found what she was looking for. the Tardis was parked on a gravel path that ran in between small decorative hedges. As she reached the door the Doctor stepped out and spotted her.  
"Cup of tea?" He asked with a smile before letting her walk in as he followed her and shut the door behind them. As Sarah Jane entered she looked around the console room where Rose, Peter and Mickey were stood.

"You've redecorated" Sarah Jane said turning back to the Doctor.

"Do you like it?" He asked, still smiling.

"Oh I do yeah, I preferred it as it was but it'll do" She replied, looking round the centre console.

"I love it" Rose said with a smile.

"Hey you what's forty seven times three hundred and sixty nine?" Sarah Jane asked with a smile. Rose shrugged.

"No idea it's gone now the oils faded" She replied.

"But your still clever, more than a match for him" Sarah Jane told her as she came over to her with a quick glance at the Doctor.

"You and me both" Rose replied before she turned her to the Doctor, who was fiddling with the console. "Doctor?" She asked, reminding him of something.

"Um, we're about to head off but you could come with us?" He asked Sarah Jane hopefully. A moment passed as Sarah Jane looked from him to an encouraging Rose with Peter and Mickey stood just behind her.

"No" She said with a sigh. "I can't do this any more, besides I've got a much bigger adventure ahead" She told them all. "Time I stopped waiting for you and found a life of my own" She told the Doctor, who's smile faded a little.

"Can I come?" Mickey suddenly asked. Everyone turned to him in surprise. "Not with you," He quickly said to Sarah Jane. "I mean with you?" He asked the Doctor. "Cause I'm not the tin dog and I wanna see what's out there" He added.

"Oh go on Doctor, Sarah Jane Smith and Mickey Smith you need a Smith on board" Sarah Jane encouraged when the Doctor hesitated.

"Okay then, as long as you two can at least try and get on?" He said to both Mickey and Peter. Peter shrugged.

"Sure no problem I could do with a laugh" He said said by way of agreeing.

"Rose is that ok?" Mickey then asked her as she hadn't said anything.

"No, great, why not?" She said, not turning to face him, Sarah Jane, however, saw her expression.

"Well, I better go" Sarah Jane said after and awkward silence. She pulled Rose to the side a little, knowing she wanted to talk.

"What do I do? Do I stay with him?" Rose asked her quietly as she glanced at the Doctor, who was talking to Peter and Mickey.

"Yes, some things are worth getting your heart broken for" Sarah Jane told her before she hugged her goodbye. "Find me if you need to one day, find me" She said as they parted before she walked off to the door where the Doctor had walked over to the walk her out. Leaving the Tardis together they stood looking out at the park for a moment. "It's daft but I haven't ever thanked you for that time and like I said I wouldn't have missed it for the world" She told him.

"Something to tell the grand kids" The Doctor replied with a smile.

"Oh, I think it'll be someone else's grand kids now" She said. The Doctor seemed to realise what she meant.

"Right yes, sorry I didn't get a chance to ask, you haven't, there hasn't been anyone you know?" He tried to ask.

"Well, there was this one guy I travelled with him for a while, but he was tough act to follow" Sarah Jane replied. They both smiled, knowing who she meant. "Goodbye Doctor" She said her voice wobbling again.

"Oh it's not goodbye" The Doctor told her.

"Say it please, this time, say it" She insisted.

"Goodbye" He said before smiling broadly. "My Sarah Jane" He added as he gave her a firm hug, lifting her off the ground a little. There then a moment where they both stood smiled at each other before the Doctor walked back into the Tardis. Sarah Jane turned her back on the ship and started walking away as the Tardis began setting off. Turning to see the last of it disappear she felt tears in her eyes as she watched it go. It was only when the Tardis had vanished did she see the Doctor's final surprise.

"K9!" She cried out as a brand new K9 wheeled itself towards her from where the Tardis had been stood.

"Mistress" It said in the same, but slightly clearer voice as before.

"But you were blown up?" She asked, crouching in front of it.

"Master rebuilt me my systems are much improved with new omni-fleible hyperlink facilites" K9 told her. Sarah Jane gave a little sigh.

"He replaced you with a brand new model" She said.

"Affirmative" K9 said.

"Yeah, he does that come on you home, we've got work to do" She said, standing up and beginning to walk out of the park.  
"Affirmative" K9 replied as it wheeled alongside Sarah Jane as they travelled down the path together.


End file.
